Exhibit 4.1


    


    


    
      
        	 
    	
                Bylaws of

              	 
	 
      	
                Banco Bilbao
      Vizcaya Argentaria, S.A.

              	 


      



    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              2

            
	 	 


    

    
 

    TITLE
I

     

    
      GENERAL
CHARACTERISTICS

       

      Corporate name, registered office, 

      corporate purpose and duration of the
Company

       

      Article 1. Name.

       

      The company will trade under the name
BANCO BILBAO VIZCAYA ARGENTARIA S.A., and it will be governed by the Business
Corporations Act,
the By-laws herein and any other statutory
provisions that may
apply.

       

       

      Article 2. Registered office

       

      The Bank has its registered office at
Villa de Bilbao (Vizcaya), Plaza de San Nicolás no. 4, and may establish Branches, Agencies, Delegations and Representative Offices
anywhere in Spain and abroad, in accordance with the legal provisions in
force.

      The registered office may be changed
within the same municipal district by resolution of the Board of
Directors.

       

       

      Article 3. Corporate purpose

       

      The purpose of the Bank is to carry on
all manner of activities,
transactions, acts, agreements and services pertaining to
the Banking business or directly or indirectly related thereto, which are permitted or not prohibited by
the legal provisions in force from time to time and ancillary
activities.

      The corporate purpose shall also include
the acquisition,
holding, enjoyment and disposal of
securities, public offers for the acquisition and
sale of securities,
and all manner of interests
in any Company or undertaking.

       

       

      Article 4. Duration and commencement of operations.

       

      The Company is organized for an
unlimited duration,
and it may commence
operations on the date of execution of its articles of association.



     

    


    
      	WARNING:
      	
              The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              3

            
	 	 


    

    


    


    
      TITLE II



    
      CAPITAL STOCK. SHARES. SHAREHOLDERS

      Chapter One

      Capital stock

      Article 5. Capital stock

       

      The Bank’s share capital is ONE
BILLION, EIGHT HUNDRED AND THIRTY-SIX MILLION, FIVE HUNDRED AND FOUR
THOUSAND, EIGHT HUNDRED AND SIXTY NINE EUROS AND
TWENTY NINE EURO CENTS (€1,836,504,869.29), represented by THREE BILLION, SEVEN HUNDRED AND FORTY­SEVEN MILLION, NINE HUNDRED AND SIXTY-NINE THOUSAND, ONE HUNDRED A
ND TWENTY ONE (3,747,969,121) shares of FORTY-NINE EURO-CENTS (€0.49) nominal value each, all of the same class and
series, fully subscribed and paid up.

       

       

      Article 6. Increase or reduction in capital

       

      The Bank's capital may be increased or reduced by
a resolution of the General Meeting of Shareholders, without prejudice to the provisions of
Article 30, section c), of these Articles of
Association.

       

      The increase in the share capital may be
made by issuing new shares or increasing the par value of existing
ones. In both cases the exchange value of the
increase in capital may consist both of new contributions, whether pecuniary or
otherwise, to the company assets, including the set-off of credits against the
company, and the conversion of reserves or
profits which already appeared in the said assets.

       

      In increases of share capital with the
issue of new shares,
whether ordinary or
preference, the former shareholders and holders of convertible
debentures may exercise,
within the term granted for
this purpose by the Company Administration, which will not be less than fifteen days
from the publication of the announcement of the offer of subscription of the
new issue in the Official
Gazette of the Commercial Registry, the right to subscribe for a number of
shares proportional to the par value of the shares held or those which would
correspond to the holders of the convertible debentures if the option to
convert were exercised at
that time.

       

      The preferential subscription right will
be transferable on the same conditions as the shares from which it
derives. In increases of capital charged to
reserves, the same rule will apply to the rights
of free allocation of the
new shares.

       

      The preferential subscription right will
not apply when the increase of capital is due to the conversion of debentures
into shares or the take-over of another company or part of the
split-off assets of another
company, and also when it is a case of non-pecuniary contributions including the
set-off of credits.

    

    


    


    
      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              4

            
	 	 


    

    


    
       

      In cases where the interest of the
Company so requires,
the General
Meeting, when deciding on an increase of capital
may resolve, subject to the requirements legally
determined in Article
159 of the Business Corporations
Act, the total or partial elimination of the
preferential subscription right.

       

       

      Chapter Two

       

      Shares

       

       

      Article 7. Representation of the
shares

       

      The shares shall be represented by
annotations in account,
subject to the
provisions of the
Securities Market Act and other applicable provisions.

       

       

      Article 8. Registration of the
shares

       

      The shares, and also their transfer and the
constitution of real rights or any other type of encumbrances on these will be
subject to registration on
the corresponding Accounting Register, in accordance with the Securities Market
Act and concordant provisions.

       

      Nevertheless, based on the principle of registered
form which applies to the Bank’s shares, the company will keep its own register
of shareholders for the purposes and with the effectiveness attributed to it in
each case by the regulations in force. For this purpose, if the formal status of shareholder
should correspond to persons or entities who, under their own legislation, hold the said status by means of a
fiduciary relationship,
trust or any other
equivalent title,
the company may require the
aforesaid persons or entities to notify to it the real holders of the said
shares and any acts of
transfer and encumbrance of these.

       

       

      Article 9. Calls on shares

       

      Where any shares are not paid up in
full, the Board of Directors shall determine
when, how and to what extent the amounts
outstanding are to be paid,
announcing this in the
Official Gazette of the
Commercial Registry.

       

      The shareholder in default in the
payment of calls on capital shall not be able exercise voting rights. The amount of the shares of such
shareholder shall be deducted from the capital stock for the computation of the
quorum.

       

      Should the term established for payment
elapse, without payment having been
made, the Bank may either demand compliance
with the obligation,
including payment of legal
interest and the loss and damage caused by the delay, or dispose of the shares in
default through a member of
the stock exchange,
if the shares are admitted
to listing on the stock exchange, or through a Licensed Broker or Notary
Public,

    

    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              5

            
	 	 


    

    


    


    
      otherwise, the expenses and loss which may arise to
be borne by the holders and including, if appropriate, the replacement of the original share
certificate by a duplicate.

       

      The proceeds from the sale, as may be the case, after deducting expenses, shall be in the possession of the Bank
and they shall be allocated to cover the overdraft of the cancelled
shares and, should any balance arise, it shall be delivered to the
holder.

       

      Should the shares be
transferred, the acquiring shareholder, together with all the preceding
transferors, at the choice of the Board of
Directors, shall be jointly and severally
liable for payment of the
outstanding amount.
The transferors shall be
liable for a term of 3 years reckoned after the date of the
respective transfer.

       

      The provisions of this article shall not
impede the Bank from using any of the means contemplated in article 45 of the Business Corporations
Act.

       

       

      Article 10.  Multiple ownership

       

      All the shares shall be
indivisible. Where, as  result of
inheritance, legacy or any other title, the ownership of a share is vested in
two or more persons,
they must appoint one
person to exercise the rights attached to the share and shall be jointly and
severally liable to the
Company with respect to all such obligations as attach to their status of
shareholders. If they do not agree as to such
appointment, or give notice to the
Company, the right of representation shall be
deemed to be vested in the person with the largest interest and if all
the interests should be the same, the appointment shall be made by the
Bank by means of the drawing of lots.

       

      The same shall be applicable to other
events of joint ownership of rights on the shares.

       

       

      Article 11.  Transfers of shares

       

      Transfers of shares in the
Company, which shall be free, shall be performed by book
transfers. The recording of the transfer in the
Accounting Register in favor of the acquirer shall have the same effects as the
transfer of share certificates.

       

      Authorities for the transfer and for the
exercise of the rights arising from the shares may be evidenced by showing the
relevant Certificate issued by the Entity or Agency responsible for the
Accounting Register on which the shares are registered.

       

       

      Article 12.  Theft, misappropriation, misplacement or destruction of shares or
Certificates from the Register.

       

      In the event of theft, misappropriation, misplacement or destruction of the
certificates evidencing the status of shareholder, for the issuance of new Certificates to replace the
original Certificates,
the legislation applicable
to the system of representation of securities by annotation in account shall
apply.



    
      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              6

            
	 	 


    

    


    


    Article 13.   Non-voting shares

    
       

      The company may issue non-voting shares within the limits determined by law. Their holders will be entitled to
receive a minimum annual dividend, fixed or variable, resolved by the General Meeting
and/or the Board of Directors at the time of
deciding to issue the shares. Once the minimum dividend has been
agreed, holders of non-voting shares will be entitled to the
same dividend as corresponds to ordinary shares. Where there are distributable
profits, the company is required to resolve the
distribution of the minimum dividend mentioned above. If there should be no distributable profits or
insufficient distributable profits, the part of the minimum dividend not
paid will or will not be accumulated on the terms resolved by the General
Meeting at the time the issue of the shares is decided.

       

      Holders of non-voting shares may exercise the preferential
subscription right in the event that it should be resolved by the General
Meeting of Shareholders and/or the Board of Directors at the time of
issuing shares or debentures convertible to shares, and it must be decided at the same time in the recovery of the
voting right.

       

       

      Article 13 bis   Redeemable
shares

       

      The company may issue shares which are
redeemable at the request of the issuing company, the holders of the said shares or
both, for a nominal amount not greater
than one-quarter of the share capital. In the resolution of issue the
conditions will be fixed for the exercise of the right of redemption. If the aforesaid right should be
attributed exclusively to the issuing company, it may not be exercised until three
years have passed since the
issue.

       

      Shares which are redeemable must be
fully paid up at the time of subscription.

       

      The redemption of the redeemable shares
must be made charged to profits or free reserves or with the proceeds of a new
issue of shares resolved by the General Meeting or, where appropriate, the Board of Directors, for the purpose of financing the
redemption
operation. If these shares should be redeemed from
profits or free reserves,
the company must constitute
a reserve for the amount of the par value of the redeemed shares. If the redemption is not made from
profits or free reserves or with the issue of new shares, it may only be carried out with the
requirements established for the reduction of share capital by the refund of
contributions.

       

       

      Article 13 ter.   Preference shares

       

      The Company may issue shares which grant
a privilege over ordinary shares, which do not bear any of the forms provided in
Article 50, 2 of the law of Public Limited
Companies, complying with the formalities required
for the modification of Articles of Association.

       

      When the privilege consists of the right
to obtain a preference dividend, the company will be required to resolve
to distribute the dividend if any distributable profits should exist. The General Meeting and/or Board of Directors at the time of
deciding the issue of the shares, will decide whether the holders
of



    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              7

            
	 	 


    

    


    


    preference shares will be entitled to the same
dividend as corresponds to the ordinary shares, once the preference dividend has been
resolved.

     

    If there should be no distributable
profits or if there should not be a sufficient amount of these, the part of the preference dividend not paid will or will not be
accumulated on the terms resolved by the General Meeting at the time when the
issue of shares is decided.

     

    Ordinary shares may in no case receive
dividends charged to the profit of a financial year, until the preference dividend corresponding to the same
financial year has been paid.

     

     

    Chapter Three

     

    Shareholders

     

     

    Article 14. General principles

     

    The rights and obligations of the shareholders and the
nature, extent, limits and conditions thereof shall be
governed by these Bylaws and by the legislation in force from time to
time.

     

    The holding of one or more shares shall
imply that the shareholder is in agreement with these Bylaws and with the resolutions of
the General Meeting of Shareholders and of the Board of Directors, without prejudice to the right of
challenge established by law.

     

    The shareholders, like the company, waiving any other jurisdiction to which
they may be
entitled, expressly submit to the jurisdiction of
the registered office of the company for any dispute that may arise between the
shareholders and the Company.

     

     

    Article 15. Rights of shareholders.

     

    The following are the rights of the
Bank’s shareholders and may be exercised within the
conditions and terms and subject to the limitations set out in these
Bylaws:

     

    
      
        	
                a)

              	
                To
      participate, in proportion to the paid up capital, in the distribution of
      the company’s earnings and in the assets resulting from
      liquidation.

              
	 	 
	
                b)

              	
                Preemptive
      subscription right in the issue of new shares or debentures convertible
      into shares.

              
	 	 
	
                c)

              	
                To attend
      General Meetings, in accordance with article 23 hereof, and to vote at
      these, except in the case of nonvoting shares, and also to challenge
      corporate resolutions.

              
	 	 
	
                d)

              	
                To call for
      Ordinary or Extraordinary General Meetings, on the terms set out in the
      Business Corporations Act and
herein.

              


      

    

     

     

    


    


    
      	WARNING:
      	
              The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              8

            
	 	 


    

    


    


    
      
        	
                e)

              	
                To examine
      the Annual Accounts, the Management Report, the proposed allocation of
      results and the Report of the Auditors, and also, if appropriate, the
      Consolidated Accounts and Management Report, in the manner and within the
      time limit provided in article 29 hereof.

              
	 	 
	
                f)

              	
                The right to
      information, in accordance with the Business Corporations Act and these
      Bylaws

              
	 	 
	
                g)

              	
                For the
      member and persons who, where appropriate, have attended the General
      Meeting of Shareholders as proxies for non-attending members, to obtain at
      any time certified copies of the resolutions and of the Minutes of General
      Meetings.

              
	 	 
	
                h)

              	
                In general,
      all rights that may be recognized by a statutory provision or by these
      Bylaws.

              


      



    
      Article 16.  Obligations of the
shareholders

       

      The following shall be the obligations
of the shareholders:

       

      
        
          	
                  a)

                	
                  To abide by
      the Bylaws and the resolutions of General Meetings, of the Board of
      Directors and of the other bodies of government and
      administration.

                
	 	 
	
                  b)

                	
                  To pay calls
      on shares, when required.

                
	 	 
	
                  c)

                	
                  To accept
      that the Courts of competent jurisdiction shall be determined on the basis
      of the location of the registered office of the Bank for the resolution of
      any differences that the shareholder, as such may have with the Company,
      and for that purpose the shareholder shall be deemed to have waived the
      right to have recourse to the Courts of his own
  locality.

                
	 	 
	
                  d)

                	
                  All other
      obligations deriving from legal provisions or from these
      Bylaws.

                


        

      

    

    


    


    
      TITLE III

       

      THE COMPANY’S BODIES OF
GOVERNMENT

       

       

       

    

    
      Article 17. Enumeration

       

      The supreme bodies of government
responsible for decision making, representation, administration, supervision and management of the
company are the General Meeting of Shareholders and the Board of Directors
and, within the terms of reference of the
latter, the Permanent Executive Committee and
other committees and groups of the Board.


    

    


    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              9

            
	 	 


    

    


    


    
      Chapter One 

       

      The General Meeting of
Shareholders

       

       

      Article 18. The General Meeting as the sovereign
authority

       

      The lawfully constituted General Meeting
of Shareholders shall be
the sovereign authority of the Company and its validly adopted resolutions shall
be binding on all the shareholders, including those who were absent or
dissented or abstained from voting.

       

       

      Article 19. Classes of Meetings

       

      General Meetings of Shareholders
may be Ordinary or
Extraordinary. The Ordinary General Meeting shall be
the one whose purpose is to consider how the Company has been
managed, to approve the accounts for the previous
financial year,
if appropriate, and to resolve as to the allocation of
results, without prejudice to such resolutions as
it may adopt concerning any other item on the agenda, provided that it is attended by the
number of shareholders and the portion of capital prescribed by law or
hereby, in each individual case.

       

      Every Meeting other than that provided for in the
foregoing paragraph shall be considered an Extraordinary General
Meeting.

       

       

      Article 20. Convening of meetings: the Authority
responsible

       

      
        
          	
                  a)

                	
                  General
      Meetings shall be convened on the initiative of the Board of Directors,
      without prejudice to article 99 of the Business Corporations
      Act.

                
	 	 
	
                  b)

                	
                  If requested
      by a number of shareholders representing at least five per cent of the
      capital, a General Meeting must also be convened. In any such case, the
      Board of Directors must convene the meeting to be held within the 30 days
      following the date on which a notarial intimation was served upon it for
      that purpose, and notice of that fact must be recorded in the convening
      notice. The Agenda must without fail include the matters to which the
      request for a Meeting referred.

                
	 	 
	
                  c)

                	
                  An Ordinary
      General Meeting must also be convened in the circumstances envisaged in
      article 101 of the Business Corporations
Act.

                


        

      

       

      Article 21. Form and content of the convening
notice

       

      General Meetings, whether Ordinary or
Extraordinary, must be convened by means of notices
published in the Official Gazette of the Commercial Registry and in one of the
most widely circulated newspapers in the province where the registered office is
located, at least fifteen days before the date
appointed for it to be held, except in the events in which a longer
term is established by law.

    

    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              10

            
	 	 


    

    


    


    The notice shall indicate the date of
the meeting on a first convening and all the matters to be considered
thereat, and the references that should be
specified in the notice under the Business Corporations Act. The date on which the meeting should be
held on a second convening may also be placed on record in the
notice.

    
       

      At least twenty-four hours should be allowed to
elapse between the first
and the second meeting.

       

       

      Article 22. Place of Meeting

       

      Except in the event contemplated in
article 99 of the Business Corporations
Act, General Meetings shall be held at the
place where the Company has its registered office, on the date indicated in the convening
notice, and sessions may be extended for one or
more consecutive days at the request of the Board of Directors or of a number of
shareholders representing at least one quarter of the capital present at the
meeting, and also may be transferred to a place other than
that indicated in the convening notice, within the same locality, with the knowledge of those
present, in the event of force
majeure.

       

       

      Article 23. Right of attendance

       

      The owners of five hundred or more
shares entered in the
respective Accounting Register of the company at least five days before the date
on which the Meeting is to be held may attend General Meetings, under the Securities Market Act and
other applicable provisions, and who are in possession of such
number of shares until the
Meeting is held.

       

      The holders of a lower number of shares
may form groups representing at least that number of shares, and may appoint one of their number as
their representative.

       

      Each shareholder who makes application
and is entitled to attend
shall be issued with a card in his name indicating the number of shares owned by
him.

       

      The Directors, General Managers and Technical Staff of
the Company and the Companies in which the Company holds an interest may attend
Meetings. The Chairman of the General meeting may authorize
the attendance of any other person he deems advisable, although the Meeting may revoke such
authorization.

       

       

      Article 24. Proxies

       

      Any shareholder entitled to attend may attend
meetings represented by another shareholders, using the system of proxy established by
the Company for each Meeting, which shall be placed on record on the
attendance card.
A single shareholder may
not be represented at the
Meeting by more than one shareholder.

    

    


    


    


    
      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              11

            
	 	 


    

    


    


    Likewise, authorisation may only be conferred by
means of remote communication that comply with the requirements established by
Law.

    
       

      The appointment of a proxy by a
fiduciary or merely apparent shareholder may be rejected.

       

       

      Article 25. Quorum

       

      General Meetings, both Ordinary and
Extraordinary, will be validly constituted if there is
present the minimum quorum required by the legislation in force from time to
time for the various cases or items included on the Agenda.

       

      The contents of the above paragraph
notwithstanding,
to adopt resolutions for
the amendment of the corporate purpose, transformation, total spin off, dissolution of the company and for the
amendment of this paragraph of this article, at least two thirds of the subscribed voting capital
should be present at the Meeting held on first convening and 60 per cent of such capital should be
present on second convening.

       

       

      Article 26. Chairman and Secretary of the
Meeting

      The Chairman of the General
Meeting of Shareholders
shall be the Chairman of the Board of Directors or, if there is no Chairman or if he is
absent, by the Vice-Chairman. If there should be several
Vice-Chairmen, in accordance with the order laid down
by the Board when appointing them, failing which, by the oldest vice-Chairman. If no persons hold the said offices or
if they are absent,
the Meeting shall be
chaired by the Director appointed for that purpose by the Board of
Directors. Likewise, the Secretary of the Board shall act as
the Secretary of the
Meeting, and if no person holds that office or if
he is absent, there person appointed by the Board to
replace him shall act as Secretary of the Meeting.

       

       

      Article 27. Attendance list

      Once the Chairman and Secretary of the
Meeting have been appointed, the attendance list shall be
prepared, in which the number of voting
shareholders shall appear,
stating those who are
present in person and those who attend by proxy, and the percentage of capital stock held
by them. To prepare the attendance
list, the Chairman and Secretary may use two
scrutineers appointed from among the shareholders by the Board of Directors
before the Meeting is held.
The attendance list shall
be placed on record at the beginning of the Minutes or attached to the Minutes
as an appendix signed by
the secretary and countersigned by the Chairman, and it may also be prepared by file or
included in a computer support, in which events the appropriate
formality of identification signed by the Secretary and countersigned by the
Chairman shall be issued on
the precinct cover.

       

      The Chairman of the Meeting shall be
responsible for declaring whether or not the requirements for the meeting to be
validly constituted have been satisfied, to resolve doubts, clarifications and objections which may
arise related to the attendance list, delegations of authorities or
proxies: to examine, accept or reject new proposals with
regard to the matters included in the Agenda, all the foregoing in accordance with the
legal provisions in force,
and to lead the
debates, systematizing, ordering, limiting and ending the taking
of

       

       

    

    
      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              12

            
	 	 


    

    


    


    floor by those present and, in general,
all the authorities that may be necessary for a better organization and operation of the
Meeting.

    
       

       

      Article 28. Matters to be considered by
Meetings.

       

      At Ordinary and Extraordinary General
Meetings, only matters which are specifically indicated in the convening notice
may be dealt with, without prejudice to Articles 131 and 134 of the Business
Corporations Act.

       

       

      Article 29. Shareholders’ entitlement to
information

       

      Until the seventh day before the GSM is
to be held, shareholders may ask the Board of Directors about matters covered by
the Agenda, requesting any information or clarification from it that
they deem necessary, or formulate in writing any questions they deem pertinent.
Shareholders may also request information or clarification or formulate
questions in writing regarding information accessible to the public that the Company may have furnished
to the CNMV since the last GSM was held.

       

      The Directors are obliged to facilitate
the information requested according to the provisions of the previous paragraph,
in writing, until the day on which the GSM is held.

       

      During the GSM, Company shareholders may
verbally request any information or clarification they deem advisable regarding
matters covered on the Agenda. Should it not be possible to satisfy the
shareholders request there and then, the Directors are obliged to facilitate the information in
writing, within seven days after the end of the GSM.

       

      The Directors are obliged to provide the
information requested under this Article, except when the Chairman deems that
making the information public is detrimental to the Company’s best interests, in accordance with the
Regulations on the GSM.

       

      Information may not be denied when the
request is supported by shareholders representing at least one fourth of the
share capital.”

       

       

      Article 30. Powers of the
Meeting

       

      The following are the powers of the General
Meeting of Shareholders:

       

      
        
          	
                  a)

                	
                  Modify the
      Articles of Association of the Company, and also confirm or rectify the
      interpretation of these made by the Board of
    Directors.

                


        

      

       

    

    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              13

            
	 	 


    

    


    


    
      
        	
                b)

              	
                Determine the
      number of Directors to form the Board of Directors, appoint and dismiss
      the members of this and also ratify or revoke the provisional appointments
      of these members made by the Board of Directors.

              
	 	 
	
                c)

              	
                Increase or
      reduce the share capital delegating, where appropriate, to the Board of
      Directors, the power to indicate, within a maximum time, according to the
      Law of Public Limited Companies, the date or dates of its execution, who
      may use all or part of that power or even refrain from it in consideration
      of the conditions of the market, the company itself or any fact or event
      of social or economic importance which makes this decision advisable,
      informing of this at the first General Meeting of Shareholders held when
      the term fixed for its execution has elapsed.

              
	 	 
	 
    	
                Authorise the
      Board of Directors to increase the share capital in accordance with the
      provisions of Article 153.1.b) of the Business Corporations Act. When the
      General Meeting delegates that power, it may also attribute the power to
      exclude the preferential subscription right in relation to the issues of
      shares which are the object of delegation subject to the terms and
      requirements determined by Law.

              
	 	 
	
                d)

              	
                Delegate to
      the Board of Directors the modification of the par value of the shares
      representing the share capital, giving a new wording to Article 5 of the
      Articles of Association.

              
	 	 
	
                e)

              	
                Issue
      debentures, bonds or other similar securities, simple, mortgage,
      exchangeable or convertible, with fixed or variable interest, which may be
      subscribed for in cash or in kind, or under any other condition of
      profitability or entailment, modality or characteristic, also being able
      to authorise the Board of Directors to make the said issues. In the case
      of the issue of convertible debentures, the Shareholders' Meeting will
      approve the conditions and modalities of the conversion and the increase
      of the share capital by the amount necessary for the purposes of the said
      conversion, as provided by Article 292 of the Business Corporations
      Act.

              
	 	 
	
                f)

              	
                Examine and
      approve the Annual Accounts, the proposal on the application of the result
      and examine the company management corresponding to each financial year
      and also, where appropriate, the Consolidated Accounts.

              
	 	 
	
                g)

              	
                Appoint the
      Auditors.

              
	 	 
	
                h)

              	
                Change the
      legal status of, merge, spilt off or dissolve the
  Company.

              
	 	 
	
                i)

              	
                Decide on any
      matter which is submitted to its decision by the Board of Directors,
      which, when in its judgement significant circumstances or facts arise
      which affect the company, shareholders or corporate bodies, will be
      required to call as soon as possible a General Meeting of Shareholders to
      deliberate and decide on the specific resolutions of those included in
      this article which are proposed for its decision. In any case it will be
      compulsory to call a meeting when circumstances or events of an
      exceptional or extraordinary nature occur.

              
	 	 
	
                j)

              	
                Make a
      statement on any other  matter reserved to the Meeting by a
      statutory provision or by these Articles of
  Association

              


      

      

 

    

    
      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              14

            
	 	 


    

    


    


    Article 31. Adopting
resolutions

    
       

      At ordinary and/or extraordinary
Shareholders Meetings,
resolutions shall be adopted with the majorities required by the Spanish
Companies Law (Ley de Sociedades Anónimas).

       

      Every shareholder attending the General
Shareholders Meeting shall have one vote for every share he/she holds or
represents, however much
he/she may have paid up. However, those shareholders who have failed to pay up
on the calls for subscribed capital shall not have voting rights with regard to
those shares whose call money has not been paid. Nor shall holders of shares
without voting rights.

       

      Shareholders may delegate or exercise
their voting rights on proposals regarding Agenda items for any kind of GSM by
post, e-mail or any other remote means of communication, provided the
voter’s identity is duly
guaranteed.

       

       

      Article 32. Minutes of Meetings

       

      The Secretary of the Meeting shall
prepare Minutes thereof to be entered in the Minute Book; they may be approved
by the Meeting itself at the end of the session, failing which within a period
of fifteen days by the Chairman of the meeting and two examiners, one representing the
majority and the other the minority.

       

      The Minutes, when approved by either of
the above methods, shall be enforceable as from the date of their approval and
they shall be signed by the Secretary and countersigned by the Chairman.

       

      Any certificates issued of the said
Minutes already approved, shall be signed by the Secretary, failing which by the
Vice-Secretary of the Board of Directors, and countersigned by the Chairman or,
in his absence, by the Vice-Chairman.

       

       

      Chapter Two

       

      The Board of
Directors

       

       

      Article 33. Nature

       

      The Board of Directors shall be the
natural body of representation, administration, management and supervision of
the Company.

    

    
 

    
      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              15

            
	 	 


    

    


    


    Article 34.  Number and
Election

    
       

      The Board of Directors shall be made up
of a minimum of five
members, and a maximum of fifteen, elected by the shareholders at their General
Meeting, with the exception contained in article 37 of these
Bylaws.

       

      The AGM shall determine the exact number
of directorships within the stipulated limits.

       

       

      Article 35.  Requirements for Director
status

       

      To sit on the Board of Directors
requires members not to be affected by circumstances of incompatibility or
prohibition as defined by law.

       

       

      Article 36.  Term of office and
renewal

       

      The term of office of members of
the Board of Directors
shall be three years. They may be re­elected one or more times for terms of
the same maximum duration.

       

       

      Article 37. 
Vacancies

       

      If during the term for which they were
appointed, seats fall vacant, the Board of Directors may coopt
people to fill them from
amongst shareholders. Their appointment shall be submitted to the first GSM held
after the cooption.

       

       

      Article 38.  Chairman and Secretary
of the Board

       

      The Board of Directors shall designate,
from amongst its members, a Chairman to chair the Board, and one or several Deputy
Chairs. It shall also designate, from amongst its members, the Chair and Deputy
Chair for the Committees referred to in section four below.

       

      In the event of the Chairman’s absence or impossibility to chair, the
chair duties shall be taken
over by the deputy Chair. If there is more than one deputy Chair, the order of
priority shall be that fixed by the Board of Directors when they were appointed
and if this order was not established, by the oldest.

       

      In the absence of a Deputy Chairman, the governing body shall
be chaired by the Director designated for such purpose by the Board of
Directors.

       

      The Board of Directors shall designate a
Secretary from amongst its members, unless it resolves to commend these duties
to a non-Board-member. It
may also designate a Deputy Secretary, who will stand in for the Secretary in
the case of the Secretary’s absence or impossibility. Otherwise,
the Board of Directors shall determine the substitute in each
case.”

    

     

    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              16

            
	 	 


    

    


    


    Article 39. Powers of the
Chairman.

    
       

      The Chairman will be the highest
representative of the Company and, in the performance of his office, besides
those he is entitled to by Law or by these By-laws, he will have the following
powers:

       

      
        
          	
                  a)

                	
                  Call, after
      agreement by the Board of Directors, the General Shareholders’ Meetings,
      and preside over those meetings.

                
	 	 
	
                  b)

                	
                  Conduct the
      discussions and deliberations of the General Meeting, ordering the
      interventions of the shareholders, and even setting the duration of each
      intervention so as to enable and speed up their
    interventions.

                
	 	 
	
                  c)

                	
                  Call and
      preside over the meetings of the Board of Directors, the Permanent
      Delegate Commission, and any other Board of Director Commissions and
      Committees that he is a member of.

                
	 	 
	
                  d)

                	
                  Prepare the
      agendas of the meetings of the Board of Directors, the Permanent Delegate
      Commission and the Board of Director Commissions and Committees and make
      the proposals of the resolutions submitted to these.

                
	 	 
	
                  e)

                	
                  Conduct the
      discussions and deliberations of the meetings of the Board of Directors,
      the Permanent Delegate Commission and other Commissions and
      Committees.

                
	 	 
	
                  f)

                	
                  Execute the
      resolutions of the Board of Directors, the Permanent Delegate Commission
      and the other Commissions and Committees, to which effect he will have the
      highest powers of attorney, without prejudice to any powers of attorney
      which for such purpose may be granted to other Directors by the
      appropriate body.

                


        

      

    

     

     

    
      Article 40. Meetings of the Board and
convening notices

       

      The Board of Directors shall meet
whenever the Chairman or
the Permanent Executive Committee consider fit, or at the request of at least
one quarter of the Directors.

       

      The Board of Directors shall be convened
by the Chairman, failing whom by the Vice-Chairman acting for him. If the latter
are absent or unable to
attend, the Board shall be convened by the most senior
Director.

       

       

      Article 41. Quorum and adoption of
resolutions

       

      The Board of Directors shall be validly
constituted when a Meeting is attended by one half plus one of its members in
person or by proxy.

       

      Resolutions shall be adopted by an
absolute majority of votes, cast in person or by proxy, without prejudice to
Articles 45 and 49 hereof.


    

    


    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              17

            
	 	 


    

    


    


    Article 42. Proxies

    
       

      A Director not present in person may
appoint another Director as his proxy, without any limitation
whatsoever.

       

       

      Article 43. Powers of the
Board

       

      The Board of Directors shall have the
widest powers of representation, administration, management and supervision, and
shall be empowered to perform all manner of acts and contracts relating to
ownership and management,
and in particular, but without prejudice to the wider scope of the powers
mentioned above:



    
      
        	
                1)

              	
                To undertake all such operations
      as, pursuant to Article 3 hereof, make up the object of the Company or are
      conducive to the attainment thereof.

              
	 	 
	
                2)

              	
                To resolve that the General
      meeting of Shareholders should be convened, without prejudice to
      Articles 20 and 39 a)
      hereof.

              
	 	 
	
                3)

              	
                To draft the terms of and propose
      to the General Meeting approval of the Annual Accounts, the Management
      Report and the proposal for the allocation of results for and, if
      appropriate, of the consolidated Accounts and Management Report for each financial
      year.

              
	 	 
	
                4)

              	
                To implement the resolutions of
      the General Meeting and, where appropriate, in accordance with the legal
      provisions, to designate the persons who are to execute the public or
      private documents required for that purpose.

              
	 	 
	
                5)

              	
                To interpret the Bylaws and supply
      lacunae therein, in particular as regards the article concerning the
      objects of the Company, reporting where appropriate to the General Meeting
      as to the resolutions adopted.

              
	 	 
	
                6)

              	
                To resolve the creation,
      cancellation, change,
      transfer and other acts related to the offices, Delegations and
      Representative Offices of the Company, both in Spain and
  abroad.

              
	 	 
	
                7)

              	
                To approve the internal
      Regulations of the Company and to amend the
same.

              
	 	 
	
                8)

              	
                To determine the administrative
      expenses, and to establish or agree upon such additional benefits as it
      considers necessary or appropriate.

              
	 	 
	
                9)

              	
                To resolve as to the distribution
      of interim dividends to the shareholders before the end of the financial
      year in question or
      before approval of the annual accounts provided that the applicable
      legislation is complied with.

              
	 	 
	
                10)

              	
                To appoint and dismiss employees
      of the Bank, determining their salary and
  benefits.

              


      



    
 

    
      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              18

            
	 	 


    

     

    


    
      
        	
                11)

              	
                To determine
      the general conditions for discounting, loans, and guarantee deposits and
      to approve all such risk operations as it considers appropriate and to
      resolve matters arising from the activities of the
Bank.

              
	 	 
	
                12)

              	
                To represent
      the Bank before the Authorities and Agencies of the State, Autonomous
      Communities, Provinces, Municipalities, quasi-State Authorities, Trade
      Unions, Public Corporations, Companies and private persons and before
      Courts and Tribunals, whether Ordinary or Extraordinary, exercising rights
      of action, lodging objections, enforcing rights and claims and lodging
      appeals of all kinds available to the Bank and abandoning any such
      proceedings when it considers fit.

              
	 	 
	
                13)

              	
                To acquire,
      hold, dispose of, mortgage and charge all manner of real property, rights
      in rem of any kind and, in relation to the said property and rights, to do
      and perform any civil, mercantile or administrative acts or contracts,
      without any exception whatsoever, including those creating, amending and
      discharging mortgages and other rights in rem and the transfer, purchase
      and sale and assignment of assets and/or liabilities of the
      Company.

              
	 	 
	
                14)

              	
                To acquire,
      alienate, exchange, transfer, charge, subscribe for and offer all manner
      of movable property, securities, shares and bonds, to issue public offers
      of sale or purchase of securities and interests in all manner of companies
      and undertakings.

              
	 	 
	
                15)

              	
                To constitute
      Companies, Associations and Foundations, subscribing for shares or
      holdings therein, contributing all manner of property and to enter into
      contracts concentrating the activities of and governing cooperation by
      undertakings or businesses.

              
	 	 
	
                16)

              	
                To give and
      receive money on credit or loan, without security or with security of any
      kind, including mortgages.

              
	 	 
	
                17)

              	
                To guarantee
      or secure all manner of obligations of the Company itself or of third
      parties.

              
	 	 
	
                18)

              	
                To compound
      in respect of property and rights of any kind.

              
	 	 
	
                19)

              	
                To delegate
      all or any of its powers, provided that the delegation of  such
      powers is permitted by the applicable legislation, and to grant all manner
      of general and special powers of attorney with or without power of
      substitution.

              


      



     

     

    
      Article 44. Minutes of Board
meetings

       

      Once the minutes of the Board meeting
are approved, they shall be signed by the Secretary and countersigned by the
person who acted as chairman at the meeting.

       

      Certified copies of extracts from or
entire Minutes already
approved shall be signed by the Secretary of the Board of Directors and, when
not available, by the Deputy Secretary, and countersigned by the Chairman or,
where applicable, by the Deputy Chairman.

    

     

    
 

    
      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              19

            
	 	 


    

    


    


    
      Chapter Three

       

      The Permanent Executive
Committee

       

       

      Article 45. Creation and
Composition.

       

      The Board of Directors, following a
favourable vote of two-thirds of its members and the corresponding entry in the
Mercantile Registry, can appoint an Executive Committee consisting of the
directors it designates thereto. The Board shall decide on the timing,
manner and number of its members to be renewed.

       

      The Executive Committee shall be chaired
by the Chairman, who shall be automatically be a member of the Committee, and in
his/her defect or absence, by the Deputy Chair(s) of the Board of Directors sitting
on the Committee, following the order established under Article 38 of these
Bylaws, and otherwise by the member of the Executive Committee that the
Committee determines. The Board of Directors shall designate a Secretary, who may be a non-Board member. In
his/her absence or defect, he/she shall be substituted by the person designated
by those attending the session.”

       

       

      Article 46. Meetings and
powers

       

      The Permanent Executive Committee shall
meet as often as its Chairman or the person acting in his stead
considers appropriate or at the request of a majority of the members thereof,
and it shall consider those matters falling within the responsibility of the
Board which the latter, in accordance with the applicable legislation or these Bylaws, resolves to entrust
to it, including, by way of illustration only, the following
powers:

       

      To formulate and propose lines of
general policy, the criteria to be adopted in preparing programmes and setting
objectives, having regard to any proposals made to it in that connection,
examining and auditing the procedure for and results of all activities in which
the Bank engages directly or indirectly, to determine the extent of investment
in each of them; to grant or withhold consent for operations, determining the arrangements and
conditions for them; to arrange for inspections and internal or external audits
in each and every area of activity of the bank; and, in general, to exercise all
such powers as are delegated to it by the Board of Directors.

       

       

      Article 47. Quorum and adoption of
resolutions

       

      The Provisions of Article 41 hereof,
concerning the constitution of the Board and the adoption of its resolutions
shall apply to the Permanent Executive Committee.

       

      Minutes and certified copes of the
resolutions adopted shall
be prepared in accordance with Article 44 hereof.



    
 

    
      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              20

            
	 	 


    

    


    


    
      Chapter Four: The Board
Committees

       

       

      Article 48.

       

      The Board of Directors, in order to
better pursue its duties, may create the Committees it deems necessary to help
it on such issues as fall
within the scope of its powers.

       

      However, for the supervision of the
financial statements and the exercise of its control function, the Board of
Directors shall have an Audit Committee, which will have the powers and means it
needs to exercise this
fundamental function for corporate matters.

       

      This Committee shall comprise of a
minimum of four non-executive Directors appointed by the Board of Directors, who
have due dedication, capacity and expertise to pursue their duties. The Board
shall appoint one of them
Chair of the Committee, who must be replaced every four year. He/she may be
re-elected to the post when one year has passed since he/she stood
down.

       

      The maximum number of members on the
Committee shall be the number established under Article 34 of these Bylaws, and there will
always be a majority of Non-Executive Directors.

       

      The Committee shall have its own set of
specific regulations, approved by the Board of Directors. These will determine
its duties, and establish the procedure to enable it to meet its commitments. In all
cases, the meetings shall be called in compliance with the regulations
established for the Board of Directors in the second paragraph of Article 40 of
these Bylaws. Its quorum for proper constitution and ratification of
resolutions shall comply with Article 41;
and its Minutes shall be covered by the provisions of Article
44.

       

      The Audit Committee shall have, as a
minimum, the following powers:

       

      
        	
                a)

              	
                to report, at
      the General Shareholders Meeting on issues that shareholders bring up in
      it regarding matters within the scope of its powers

              
	 	 
	
                b)

              	
                to propose to
      the Board of Directors, for submission to the General Shareholders
      Meeting, the appointment of the Auditor of Accounts referred to in article
      204 of the Spanish Company Law (Ley de Sociedades Anónimas) and, where
      applicable, the conditions under which they are to be hired, the scope of
      their professional remit, and the termination or renewal of their
      appointment.

              
	 	 
	
                c)

              	
                to supervise
      internal auditing services.

              
	 	 
	
                d)

              	
                to know the
      financial information process and the internal control
      systems.

              
	 	 
	
                e)

              	
                to maintain
      relations with the Accounts Auditor to receive information on such
      questions as could jeopardise the Accounts Auditor's independence, and any
      others related to the process of auditing the accounts, as well as to
      receive information and maintain communications with the Accounts Auditor
      as established under the legislation of accounts audits and the technical
      auditing standards.

              


      



    
 

    
      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              21

            
	 	 


    

    
 

    
      Chapter Five

       

      Managing Director and General
Management

       

       

      Article 49. The Managing
Director.

       

      The Board of Directors may, by the
favorable vote of two-thirds of its members, appoint from amongst its number one
or more Managing Directors, having such powers as it considers appropriate and
as may be delegated in
accordance with the legal provisions and these Bylaws.

       

       

      Article 50. General
Management

       

      The Board of Directors may set up one or
more General Managements, appointing to head each of them a General Manager,
having the functions and powers assigned thereto by the Board.

       

       

      Article 50 bis.

       

      Administrators who have executed
functions in the Company attributed to them, whatever the nature of their legal
relation with it, will be entitled to receive remuneration for the provision of
these functions, which will consist of: a fixed sum, adequate to the
services and responsibilities assumed, a variable complementary sum and the
incentive schemes established with a general nature for the Bank’s Senior Management, which may comprise
the delivery of shares, or option rights to these or remuneration
referenced to the value of the shares subject to the requirements laid down in
the legislation in force from time to time.  And also a welfare part,
which will include the relevant retirement and insurance schemes and
social security.  In the event of
cessation not due to non-fulfilment of their functions, they will be entitled to
compensation.

       

       

      TITLE IV

       

      FINANCIAL YEAR AND ALLOCATION OF
RESULTS

       

       

      Article 51. Financial
year

       

      The accounting period of the Company
shall be one year,
coinciding with the calendar year, ending on December 31 each
year.

       

      The Annual Accounts, the Management
Report, the proposal for the allocation of results and the Auditors’ Report and, as may be the case, the
Consolidated Accounts and Management Report, shall be published in the manner
determined in each case by applicable legislation and these
Bylaws.

    

    
 

    
      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              22

            
	 	 


    

    


    


    Article 52. Preparation of the Annual
Accounts.

    
       

      The Annual Accounts and other accounting
documents to be submitted to the Ordinary General Meeting of Shareholders must be prepared in
accordance with the layout determined in each case by the legislation applicable
to Banking Institutions.

       

       

      Article 53. Allocation of
results

       

      To calculate the disposable earnings,
all overheads, interest payments, perquisites and taxes shall be subtracted from
the products obtained during the year, as shall the amounts that must be
allocated to provisions and amortisation.

       

      The resulting earnings, once the
above-mentioned sums are subtracted, shall be distributed in the following order:

       

      
        
          	
                  a)

                	
                  Endowment to
      insurance-benefit reserves and funds, required by prevailing legislation
      and, where applicable, to the minimum dividend mentioned under article 13
      of these bylaws.

                
	 	 
	
                  b)

                	
                  A minimum of
      four percent of the paid-up capital, as shareholder dividend, pursuant to
      article 130 of the Companies Act.

                
	 	 
	
                  c)

                	
                  Four percent
      of the same to remunerate the services of the board of directors and the
      executive committee, unless the board itself resolves to reduce this
      percentage in years when it deems this to be appropriate. The resulting
      figure shall be made available to the board of directors to distribute
      amongst its members at the time and in the form and proportion that it
      determines. The resulting amount may be paid in cash or, if the General
      Meeting so resolves pursuant to the Companies Act, by delivery of shares,
      share options or remuneration indexed to the share
  price.

                


        

      

       

      This amount may only be taken out after
the shareholders' right to the minimum 4% dividend mentioned above has been
duly
recognised.

       

       

      Article 53 bis.

       

      The AGM may resolve the distribution of
dividends (either charged against the year's earnings or against unrestricted
reserves) and/or of the share premium, in kind, provided that the goods or
securities being distributed are standardised and sufficiently liquid or
susceptible to liquidation. Such condition will be presumed met when securities
are listed or are going to be listed for trading on a regulated
market.

       

      The regulation in the previous paragraph
will also be applicable to
the return of contributions in the event of a reduction in share
capital.

    

    


    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              23

            
	 	 


    

     

    


    
      TITLE V

       

      DISSOLUTION AND LIQUIDATION OF THE
COMPANY

       

       

      Article 54. Grounds of
dissolution

       

      The Bank shall be dissolved in the
circumstances laid down in that respect by current legislation.

       

      In any of the events contemplated in
numbers 3, 4, 5 and 7 of part 1 of article 260 of the Business Corporations Act,
the dissolution of the company shall require a resolution adopted by the General
Meeting assembled as contemplated in article 102 of said Act.

       

       

      Article 55. Appointment of
liquidators

       

      Once it has been resolved to dissolve
the Company, the General Meeting shall appoint the liquidators thereof , and, in
addition to the powers expressly vested in them by law, they shall have such
other powers as the General
Meeting may resolve to confer upon them, determining the rules with which the
liquidators must comply in apportioning the assets of the company and approving
the accounts of the liquidation until final settlement.

       

       

      Article 56. Liquidation phase

       

      Once it has been resolved to dissolve
the Company, the liquidation phase shall commence and, although the Company
shall retain its legal status, the representative capacity of the Directors and
other authorized agents to enter into new contracts and contract new obligations
shall cease, and the liquidators shall assume the functions referred to in
article 272 of the Business Corporations Act.

       

       

      Article 57. Distribution of the assets
of the Company

       

      Until all the obligations are
discharged, the assets of
the Company may not be delivered to the shareholders unless a sum equivalent to
the amount of the outstanding obligations has been reserved and placed at escrow
at the disposal of the creditors.

       

       

      Additional
provisions

       

       

      First.
The Bank shall
decide in its absolute
discretion whether to accept or reject proposals for transactions made to it,
and in no case shall it be under any obligation to explain the reasons for its
decisions.



    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Bylaws
      of

            	 
      
	
              Banco Bilbao
      Vizcaya Argentaria, S.A.

            	
              24

            
	 	 


    

    


    


    Second.
In cases where, as a result
of theft, misappropriation, misplacement or destruction of deposit
certificates or documents in lieu thereof application is made for a duplicate,
the Bank, at the request of the person concerned, shall give notice of the
occurrence in the Official State Gazette and, optionally,  in
a newspaper of its choice, all expenses
being borne by the applicant. If no objection is lodged within the thirty days
following the date of publication of the last notice, a duplicate of the receipt
in question shall be issued, the original being cancelled and the Bank being exempted from any
liability in that connection.

    
       

       

      Third.
The
Company, when having prompt information from the Securities Compensation and
Settlement Service of all the operations performed on its shares, may use the
system of direct and personal communication
with its shareholders in all cases where the regulations in force allow the
publication in the press and/or in the official organs of dissemination of the
facts, acts or data related with the company to be replaced by this
procedure.



    


    
 

    


    


    


    


    


    


    


    
 

    


    


    


    


    


    


    

      


      
        	WARNING:
      	
                The
      English version is only a translation of the original in Spanish for
      information purposes. In case of a discrepancy, the Spanish original
      prevails.